FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SOBR Safe, Inc. [ IMLED ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/05/2020 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock(1) | 06/05/2020 | 06/23/2020 | A(1) | 12,000,000 | A | $0(1) | 12,000,000 | I(1) | By IDTEC, LLC |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Convertible Note | $0.5 | 06/05/2020 | 06/05/2020 | A | $1,485,189 | 06/05/2020 | (2) | Common Stock | 2,970,378 | (2) | 14,970,378 | I(2) | By IDTEC, LLC | ||
Warrants | $0.5 | 06/05/2020 | 06/05/2020 | A | 320,000 | 06/05/2020 | 06/04/2025 | Common Stock | 320,000 | $160,000 | 12,320,000 | I(3) | By IDTEC LLC |
Explanation of Responses: |
1. On June 5, 2020, SOBR Safe, Inc. ("SSI") closed the transaction (the "Transaction") that was the subject of that certain Asset Purchase Agreement dated May 6, 2019 (and Amendment No. 1 dated March 9, 2020, together the "APA") with IDTEC, LLC ("IDTEC"). Under the terms of the APA IDTEC agreed to provide personnel, experience, and access to funding to assist with the development of SSI's SOBR device, as well as to sell to SSI certain robotics assets in exchange for 12,000,000 shares of SSI's common stock after giving effect to the reverse stock split effected in connection with closing the Transaction. The APA does not reflect an agreed value for the issuance of the 12,000,000 shares. The Reporting Person is the Manager of a limited liability company that is the Manager of IDTEC, and the Manager of IDTEC has full voting and investment power over the 12,000,000 shares of the Issuer's Common Stock. |
2. In connection with closing the Transaction, SSI also issued a convertible promissory note totaling $1,485,189 to IDTEC. The convertible promissory note is convertible any time by the holder into shares of SSI's common stock at a conversion price of $0.50 per share, subject to anti-dilution protection against any future securities SSI may issue at an effective price of less than $0.50 per share. The convertible promissory note is due upon demand. The Reporting Person is the Manager of a limited liability company that is the Manager of IDTEC, and the Manager of IDTEC has full voting and investment power over the 12,000,000 shares of the Issuer's Common Stock. |
3. In connection with closing the Transaction, SSI also issued a Warrant to Purchase Common Stock to IDTEC, under which IDTEC will purchase up to 320,000 shares of our common stock at an exercise price of $0.50 per share. The Warrants expire 5 years after the date of issue on June 4, 2025. The Reporting Person is the Manager of a limited liability company that is the Manager of IDTEC, and the Manager of IDTEC has full voting and investment power over the 12,000,000 shares of the Issuer's Common Stock. |
/s/ Gary J. Graham | 06/23/2020 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |